-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKhgicBdBxeiNN5NY9omBmYj/PQ2nY7rk0pZx5EHa7xzhhMLqxxRRL6ShyICe52U 4SZnPy9NmWTQQqm/Bc1ceg== 0000909143-99-000041.txt : 19990217 0000909143-99-000041.hdr.sgml : 19990217 ACCESSION NUMBER: 0000909143-99-000041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 GROUP MEMBERS: GLACIER CAPITAL LIMITED GROUP MEMBERS: IEO HOLDINGS LIMITED GROUP MEMBERS: INFINITY INVESTORS LIMITED GROUP MEMBERS: INFINITY INVESTORS LTD GROUP MEMBERS: SUMMIT CAPITAL LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49607 FILM NUMBER: 99541655 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFINITY INVESTORS LTD CENTRAL INDEX KEY: 0000930022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: MEMORIAL SQUARE STREET 2: P O BOX 556 CHARLESTON CITY: NEVIS WEST INDIES MAIL ADDRESS: STREET 1: 27 WELLINGTON ST CITY: CORK IRELAND SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VISUAL EDGE SYSTEMS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 928430 10 7 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO.928430 10 7 Amendment No. 1 to 13G (1) Name of Reporting Person Infinity Investors Limited I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Nevis, West Indies - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 1,024,844 - ----------------------------------------------------------------- (6) Shared Voting Power 668,971 - ----------------------------------------------------------------- (7) Sole Dispositive Power 1,024,844 - ----------------------------------------------------------------- (8) Shared Dispositive Power 668,971 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,693,815 - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [X] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 5.9% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.928430 10 7 Amendment No. 1 to 13G (1) Name of Reporting Person IEO Holdings Limited I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Nevis, West Indies - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 222, 991 - ----------------------------------------------------------------- (6) Shared Voting Power 1,470,824 - ----------------------------------------------------------------- (7) Sole Dispositive Power 222,991 - ----------------------------------------------------------------- (8) Shared Dispositive Power 1,470,824 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 1,693,815 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [X] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 1.3% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.928430 10 7 Amendment No. 1 to 13G (1) Name of Reporting Person Glacier Capital Limited I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [x] Member of a Group* (b) [ ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Nevis, West Indies - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 222,990 - ----------------------------------------------------------------- (6) Shared Voting Power 1,470,825 - ----------------------------------------------------------------- (7) Sole Dispositive Power 222,990 - ----------------------------------------------------------------- (8) Shared Dispositive Power 1,470,825 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 1,693,815 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [X] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 1.3% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.928430 10 7 Amendment No. 1 to 13G (1) Name of Reporting Person Summit Capital Limited I.R.S. Identification No. of Above Person (entities only) N/A - ----------------------------------------------------------------- (2) Check the Appropriate Box if a (a) [X] Member of a Group* (b) [ ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Citizenship or Place of Organization Texas - ----------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: (5) Sole Voting Power 222,990 - ----------------------------------------------------------------- (6) Shared Voting Power 1,470,825 - ----------------------------------------------------------------- (7) Sole Dispositive Power 222,990 - ----------------------------------------------------------------- (8) Shared Dispositive Power 1,470,825 - ----------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned 1,693,815 by Each Reporting Person - ----------------------------------------------------------------- (10) Check Box if the Aggregate Amount in [X] Row (9) Excludes Certain Shares* - ----------------------------------------------------------------- (11) Percent of Class Represented by 1.3% Amount in Row (9) - ----------------------------------------------------------------- (12) Type of Reporting Person* CO - ----------------------------------------------------------------- * SEE INSTRUCTIONS CUSIP NO.928430 10 7 Amendment No. 1 to 13G Item 2(a) Name of Person Filing: Pursuant to Rule 13d-1(a) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement on Schedule 13G is filed jointly by Infinity Investors Limited ("Infinity"), IEO Holdings, Limited ("IEO"), Glacier Capital Limited ("Glacier"), and Summit Capital Limited ("Summit"). Infinity, IEO, Glacier and Summit are collectively referred to herein as the "Reporting Persons." The Reporting Persons included as Appendix A to their original Statement on Schedule 13G an agreement in writing that this Statement is filed on behalf of each of them. Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Infinity Emerging Opportunities Limited ("Emerging"), HW Partners, L.P. ("HW Partners"), HW Finance, L.L.C. ("HW Finance"), Hunt Financial Partners, L.P. ("Hunt Financial"), Hunt Financial Group, L.L.C. ("Hunt Group"), Lion Capital Partners, L.P. ("Lion"), Mountain Capital Management, L.L.C. ("Mountain"), Sandera Partners, L.P. ("Sandera"), Sandera Capital Management, L.P. ("S.C.M."), Sandera Capital, L.L.C. ("Capital"), John A. (Pete) Bricker, Jr. ("Bricker"), Randall Fojtasek ("Fojtasek"), J. R. Holland, Jr. ("Holland"), Clark K. Hunt ("C. Hunt"), Lamar Hunt ("L. Hunt"), Mark E. Schwarz ("Schwarz") and Barrett Wissman ("Wissman"). Bricker, Fojtasek, Holland, C. Hunt, L. Hunt, Schwarz and Wissman are U.S. citizens and residents of the State of Texas. Item 2(b) Address of Principal Business Office or, if none, Residence: The principal address of each of Infinity, IEO, Summit, Glacier and Emerging is Hunkins Waterfont Plaza, Main Street, P. O. Box 556, Charles Town, Nevis, West Indies. The principal address of the other entities set forth herein is 1601 Elm Street, Suite 4000, Dallas, Texas 75201. CUSIP NO.928430 10 7 Amendment No. 1 to 13G Item 4. Ownership: Infinity - -------- (a) Amount Beneficially Owned: 1,693,815. (b) Percent of Class: 5.9% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 1,024,844 (ii) shared power to vote or to direct the vote: 668,971 (iii) sole power to dispose or to direct the disposition of: 1,024,844 (iv) shared power to dispose or to direct the disposition of: 668,971 IEO - --- (a) Amount Beneficially Owned: 1,693,815. (b) Percent of Class: 1.3% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 222,991 (ii) shared power to vote or to direct the vote: 1,470,824 (iii) sole power to dispose or to direct the disposition of: 222,991 (iv) shared power to dispose or to direct the disposition of: 1,470,824 CUSIP NO.928430 10 7 Amendment No. 1 to 13G Glacier - ------- (a) Amount Beneficially Owned: 1,693,815 (b) Percent of Class: 1.3% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 222,990 (ii) shared power to vote or to direct the vote: 1,470,825 (iii) sole power to dispose or to direct the disposition of: 222,990 (iv) shared power to dispose or to direct the disposition of: 1,470,825 Glacier is a Nevis, West Indies corporation that is 100% owned by Lion. Its principal business is the purchase, sale, exchange, acquisition and holding of investment securities. The directors of Glacier Capital Limited are James A. Loughran and Cofides S.A. Lion is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. Mountain is a Texas limited liability company, the principal business of which is serving as the general partner of Lion and activities related thereto. C. Hunt, Wissman and Fojtasek are the Managers of Mountain. Summit - ------ (a) Amount Beneficially Owned: 1,693,815. (b) Percent of Class: 1.3% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 222,990 CUSIP NO.928430 10 7 Amendment No. 1 to 13G (ii) shared power to vote or to direct the vote: 1,470,825 (iii) sole power to dispose or to direct the disposition of: 222,990 (iv) shared power to dispose or to direct the disposition of: 1,470,825 Summit is a Nevis, West Indies corporation that is 100% owned by Sandera. Its principal business is the purchase, sale, exchange, acquisition and holding of investment securities. The directors of Summit Capital Limited are Cofides S.A. and James A. Loughran. Sandera is a Texas limited partnership, the principal business of which is the purchase, sale, exchange, acquisition and holding of investment securities. SCM is a Texas limited partnership, the principal business of which is serving as the general partner of Sandera and activities related thereto. Capital is a Texas limited liability company, the principal business of which is serving as the general partner of SCM and activities related thereto. Bricker, C. Hunt and Schwarz are the Managers of Capital; and Bricker (President) and C. Hunt (Vice President and Secretary) are its principal officers. Hunt Financial is a Texas limited partnership and holder of 75% of the equity interests in Capital. The principal business of Hunt Financial is financial management. Hunt Group is a Delaware limited liability company, the principal business of which is serving as the general partner of Hunt Financial and activities related thereto. Holland, C. Hunt and L. Hunt are the Managers of the Hunt Group; and Holland (President) and C. Hunt (Vice- President) are its principal officers. CUSIP NO.928430 10 7 Amendment No. 1 to 13G Investment Advisors: - ------------------- HW Partners is a Texas limited partnership, the principal business of which is serving as an investment advisor to Infinity, IEO, Emerging, Glacier, Summit and other entities and activities related thereto. HW Finance is a Texas limited liability company, the principal business of which is serving as the general partner of HW Partners and activities related thereto. C. Hunt and Wissman are the Managers of HW Finance. Limitation on Conversion - ------------------------ The aggregate number of shares of the Common Stock of the Issuer (the "Common Stock") which may be deemed to have been beneficially owned by the Reporting Persons, as a group, on February 11, 1999 was 1,693,815 shares constituting approximately 9.99% of the outstanding Common Stock (based on 17,109,245 shares of Common Stock outstanding pursuant to information provided by the Issuer). Pursuant to the Third Amendment to Bridge Securities Purchase Agreement dated December 29, 1998, among the Company and the Reporting Persons, in no event shall the Reporting Person be entitled to convert, within 60 days, any portion of the convertible instruments of the Company held by the Reporting Persons or exercise any of the warrants of the Company held by the Reporting Persons that would result in the sum of (a) the number of shares of Common Stock beneficially owned by the Reporting Persons and (b) the number of shares of Common Stock issuable upon conversion of such convertible instruments or exercise of such warrants exceeding 9.99% of the outstanding shares of Common Stock, after giving effect to such conversion. CUSIP NO.928430 10 7 Amendment No. 1 to 13G Item 10. Certifications: By signing below, the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Date: February 11, 1999 Infinity Investors Limited By: /s/ J.A. LOUGHRAN ---------------------------- Name: J.A. Loughran Title: Director IEO Holdings Limited By: J.A. BROOKS --------------------------- Name: J.A. Brooks Title: Director CUSIP NO.928430 10 7 Amendment No. 1 to 13G Glacier Capital Limited By: J.A. LOUGHRAN ----------------------------- Name: J.A. Loughran Title: Director Summit Capital Limited By: J.A. LOUGHRAN ----------------------------- Name: J.A. Loughran Title: Director Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----